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Description

The timeline of updates to the Singapore Companies Act to be covered in this session, is summarised as follows:

• 10 March 2017: The Companies (Amendment) Act 2017 was first passed
• 31 March 2017: Requirement to maintain a Register of Registrable Controllers (“RORC”)
• 13 April 2020: Ministry of Law passed the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts and Debenture Holders) Order 2020 (the “Meetings Order”) effective 27 March 2020 and ending 30 June 2021
• 30 July 2020: Mandatory to lodge RORC with the Accounting Corporate & Regulatory Authority (ACRA) via Bizfile portal
• 6 April 2021: Extension of the Meetings Order beyond 30 June 2021

This timely and practical workshop will be a useful recap for professionals and business owners involved in corporate secretarial practice, on the practical challenges faced by CSPs, including the recent requirements of the RORC/ROND and insights on the current trends on holding virtual meetings and digitalization due to the COVID-19 pandemic.

What you will learn

• Provide an overview of the new legislations and the critical requirements that all CSPs, Accountants, Directors and Officers of the company must know
• Learn about the features of business entities, incorporation process, role of the directors and company secretaries and highlight common issues faced by Corporate Secretarial Providers (CSPs)
• Setting up and maintaining of the Register of Registrable Controllers and Register of Nominee Directors;
• Recent trends on holding of virtual meetings and practical aspects; and
• Key features on running digital platform and stay on top of CSPs compliance responsibilities, including adoption of digital signatures and maintenance of statutory documents in electronic form

Programme Outline

This seminar walks delegates through the basics of company law using case studies. It will cover the incorporation, management and administration of the private company and its day to day business with precedents. Areas cover:

Incorporation of Companies

• Dealing with pre-incorporation contracts
• Constitution and incorporation procedure
• Specimen documents (Consent letter, Power of Attorney)
• Changes of director or secretary

Post-incorporation

• Change of status of company
• Specimen documents (Minutes of first directors’ meeting, Declaration of directors’ interests)

Directors and Company Secretaries

• Changes in appointment of directors and secretaries
• Appointment of an alternate director
• Resignation of director or secretary
• Section 184E – A Notice to members notifying the resolution passed

Meetings - Minutes and Resolutions

• Types of meetings
• Approving circulating the financial statements and reports
• Appointing of a corporate representative
• Directors’ meetings and resolution in writing
• Changes of new Constitution
• Allotment and issuance of shares

Minutes of an AGM/ EGM and holding of virtual meetings

• Checklist for the conduct of general meetings

Register of Registrable Controllers (“RORC”) and Register of Nominee Directors (“ROND”) for companies and foreign companies

Maintenance of documents in electronic form

Target Audience

• Business owners/private companies;
• In-house compliance and corporate secretarial professionals;
• CSC providers
• Corporate secretarial professionals; and
• Middle management and above

Expert Speaker

Eng Hwa Luar

Mr. Luar has more than 38 years of working experience in areas concerning corporate secretarial and advisory, accounting, audit and assurances, fraud examination and investigation, as well as tax compliance and advisory services for international and local businesses. As a business consultant, he renders advisory to corporations and assists them in their preparation for IPO, and is active in corporate restructuring, investment decisions, due diligence and perform feasibility studies for companies resulting from his client's business expansion.

Mr. Luar started his professional career with an International Accounting Firm in 1983 and with medium-sized local accounting practices, handling a mixed portfolio of clients on advisory services, assurance services and tax advisory & compliance. He is the Founder of E H Luar & Co, an accounting firm established in 1999, and a partner in Alliance Practice LLP, that delivers a full range of professional services tailored to the needs of both private sector business and public interest entities. He also acts as the Audit Committee Chairman and Advisor to a Large Charity, and Independent Director of several privately-owned fund-investments companies listed in overseas stock exchange.

Mr. Luar is a Public Accountant and Fellow Chartered Accountants of Singapore, Fellow Chartered Certified Accountants in UK, and FCPA (Australia). A practising Certified Fraud Examiner since March 2000. He is also an Accredited Tax Advisor (Income Tax & GST), and a member in the Singapore Institute of Arbitrators, and the Singapore Institute of Directors.